Spectacular Spiderman Season 3: Senior Year
by dablman2020
Summary: It's been 6 months since Peter's fight with the Green Goblin and now he is starting his last year at Mid-Town. And this year will definatly be very intresting, new faces new enamies and a certain felonious feline making her return. (currently being reworked into a Peter/Felicia/Liz story, sorry Kitty fans)
1. Chapter 1

**A/n First Chapter reworked! Kept a lot of the same elements but removed Kitty as a character. This is going to be a Peter/Liz/Felicia story because I already have given Kitty her own fanfic with Peter and am going for a small harem in my other. I merged this chapter and chapter 2 together so I am going to remove both of them. I am keeping up the chapters that I haven't reworked yet so as they come down the new ones will be coming up to replace them! Hope you all enjoy!**

Chapter One

'Six months, it's been six months since Norman died, I broke up with Liz, Harry is still with Gwen and the only thing I did all summer was try to do as much good as I could as Spider-man' Peter Parker thought to himself as he entered Mid Town High for the first day of his senior year. 'Not sure if school starting up is a good thing or a bad thing, guess I will just have to find out' Peter sighed as he walked towards his home room class.

"Hey there Tiger" Peter turns to see Mary-Jane Watson walking towards him. "How have you been? I barely heard from you all summer."

"Oh sorry MJ, I have just been trying to keep myself busy you know, trying not to think about things." Peter replied just letting the sentence hang

"Don't sweat it Tiger, things will work out, I am sure of it. It's a new year and a time for a new start." MJ smiled as they entered their home room and took their seats. Luckily Harry and Gwen were not in the same home room; Peter really didn't want to deal with all that just yet. He hadn't spoken to Harry at all over the summer. He also avoided Gwen as much as possible though she did get in trouble a few times and Spider-man came to her rescue, much to the aggravation of Harry who still wanted Spider-man to pay for killing his father.

After a few minutes of waiting and listening to Flash brag about some football camp he went to over the summer and how he was going to get back on the team, the bell sounded and the teacher walked in.

Home room ended rather quickly with the teacher going over the rules of the school and new or supposedly important things that will happen during the year before the bell rang and class ended.

Peter left the class not wanting to socialize with anyone during the short break and made his way to his AP Chemistry class and took his usual seat at a lab station near the front of the room. Opening his book he started reading the first chapter most of which he already knew.

Peter and Gwen were the only ones able to answer all the teacher's questions, but there was this cold awkward air around them when the other was talking. Not even the teacher picked up on it but a few of the students did. Gwen was certainly able to feel it coming off form Peter

After class Gwen approached Peter and was visibly upset. "Peter, I have to talk to you." She said in a stern voice giving him 'the look'.

_'Aw crap not the look_' Peter thought to himself. "Sure Gwen what's up?"

"What's up? What's up? Pete you barley spoke to me at the end of last year! And then over the summer I didn't see or hear from you at all!" Gwen yelled in the now empty classroom. "We used to be so close Pete. What happened to that?"

"What happened!? Gwen I broke up with Liz to be with you, and you said you would break it off with Harry for me! And when the time came for us to finally get together you chose to stay with Harry." Peter sighed. "Gwen that crushed me, and honestly I just can't stand hearing Harry's rants about Spider-man. I gave you time and space to decide what you really wanted, and you are still with Harry so you made your choice."

"Pete I…" Gwen was at a loss for words she was trying to keep Harry from going back onto The Green but in the proses she really hurt Peter.

"I gota go Gwen, I got English class I have to get to." Peter turned and left the room and headed to his class. The next few periods passed quickly and Peter soon found himself in the cafeteria eating his lunch. Originally he was sitting at the table alone but a quick hug from behind changed that.

"Petey!" Liz Allen yelled as she finished her hug and sat down next to Peter. "It's so good to see you Petey! How was your summer?"

Peter smiled "It was good Liz didn't really do much." Peter was genuinely happy to see Liz. Despite their messy break up they managed to salvage their relationship and continued on being very close friends. Liz often would hug and flirt slightly with Peter, they would laugh and joke around much as he and Gwen used to. He spent more time with Liz over the summer then with anyone else, even going to Coney Island a couple of times. "How was yours?"

"It was great! Went to the beach with my family, also visited my brother a couple of times. He is doing a lot better and is getting the help he needs. It was really exciting at times. I even got rescued by Spider-man a few times, but then again you should know about all that because there was a picture in the Bugle almost every day with your name on it" she giggled the last part

'_Great my ex turned best friend still has that mega huge crush on Spider-man_' Peter sighed to himself "yeah well I wanted to get as much work in as I could and help my aunt out as much as I could. The assistant editor Mr. Robertson even helped me some letting me shadow some of the reporters and learning to be a real news photographer."

"Petey that's amazing!" Liz smiled as she gave Peter another quick hug.

MJ walks up then and sits down on across from Peter smiling at him she uses her own nick name for Peter "Hey Tiger"

Liz giggles a bit at MJ's appearance and Peter being a bit unnerved at what to do when surrounded by two beautiful girls. "Oh yeah I also went to the really awesome school for a few weeks!" Liz said.

Both MJ and Peter looked at Liz and said "You found a school you liked?"

"Yeah well it's not really a school for just anyone. I met a lot of really cool people there!" she laughed obviously excited about it. She then pulled out her phone which had been going off in her purse. "That's actually one of the friends I made at the Institute! Hold on." She answered the phone and began talking to the person on the other end. Peter and MJ were listening closely with interest as to what kind of people could make Liz interested in a school. "Oh hey Kitty how's it going? Oh you're in town for a few days, that's awesome! Yeah I get it you had to get away from Bobby after that whole thing. Well at least the Professor is letting you get out of the house for a while. What was that? You brought Amara with you? That's awesome! What? And Jean? Aw well it could be worse. Yeah it could have been Mr. Logan hahaha. Well I gota go lunch period is about to be over I will see you after school? Great!" Liz smiled as she hung up the phone and turned to Peter and MJ. "Kitty is a good friend of mine at the Institute, we really got along great and Amara was my roommate while I was staying there, even though she is a foreign exchange student we found out we had so much in common, all three of us." Liz said with a grin.

"Like what?" MJ asked innocently

"Like we all have a huge crush on Spiderman!" Liz giggled just as the ending bell rung. Neither girl noticed Peter chocking after that last statement as the two girls laughed and walked to class together.

The rest of the school day ended a few periods after lunch where Peter made his way to the school roof and donned his costume.

"Time to get to work" he said as he swung off into the city.

Spider-man swung above the crowded streets of New York humming a little tune to himself, going on his afternoon patrol after school. With Tombstone AKA The Big Man under federal surveillance the city had become more of a free-for-all for the lower crooks. Some of the super-powered baddies took this opportunity to form their own little gangs especially Doc Ock but so far he had been mostly quiet. It had been almost a week since school had started and during that time Spidey caught Rhino robbing a jewelry store, the enforcers from robbing a bank, and the Vulture from ransacking what was once the Oscorp science facility.

That had been one exciting evening. With Norman Osborn gone the company was bought out by Stark Industries and Tony Stark made several appearances in New York, usually at swanky uptown parties. But that night Tony made an appearance at his new facility not in a stylish business suit but instead in his Iron-Man armor. He took Vulture down hard while Spidey had him distracted. He even complemented Spider-man on "A job well done" this had Peter on cloud nine. He got complemented by one of the most famous and powerful heroes around!

Though it was odd, Spider-man hadn't seen any sign of Flint Marko aka Sand-man or Felicia Hardy aka Black Cat. A part of him was glad that she dropped off the radar; he really didn't want to face her again after their encounter in the prison with her father. Though he didn't hold anything against her, he could never forgive her father for murdering Uncle Ben. Her final words to him, the hatred in her voice and the tears in her eyes, he was glad that his mask hid his eyes because he couldn't stand to look at her like that.

His thoughts were broken by a sudden lightning strike coming from what he knew was a popular mall. He quickly swung into action finding at the mall a very irritated Max Dillon aka Electro at the jewelry counter.

"Hey there Sparky! I know diamonds are a girl's best friend but I just don't think it goes with your eyes" Spidey quipped webbing up Electro's head and bashing him with a wooden plank.

Electro tore the webbing off with a blast of electricity and screamed "YOU! I will FRY YOU!" as he hurled lighting blasts at Spider-man

"Aww come one Maxie why do you have to be like that?" Spider-man whined sarcastically as he dodged the blasts.

"I told you before my name is ELECTRO!" he yelled sending and arcing electric wave towards the ceiling. Though not a threat to Spidey it was a threat to an innocent civilian. Spider-man quickly jumped into action zip-lining across the floor and rescuing the girl in trouble.

"Wow this is a dream come true!" the girl exclaimed as she help on to Spider-man. When he looked down he found a girl with long curly brown hair, brown eyes and a Star of David hanging from a gold necklace. Swinging down to the lower level of the mall Spiderman stopped near a door.

"Umm you can let go now." He sighed before the brunet reluctantly released her hero. "go out that door and go get the police, I will handle Mr. Bright Light." He turned away heading back to finish the fight with Electro

"No wait! I can help!" she shouted

"No way it's too dangerous. You go get help." Spider-man turned to her letting her know he was serious.

"Fine. Name's Kitty by the way." Kitty sighed and just as Spider-man was about to turn back to the fight with Electro out of the corner of his eye he saw Kitty go right through the door, not opening the door but walking right through it.

_'Well that's not something you see every day'_ Spider-man thought just barely dodging another one of Electro's power blasts. _'I will have to figure that later_' he mentally sighed webbing Electro up and smashing him up against a concrete column. This knocked Electro out and Spider-man webbed him to the column. Just then sirens approached and officers entered the mall, moving in to arrest Electro. "Well then Sparky it's been fun but I gota swing." Spider-man gave the knocked out Electro a small wave before he swung out of the mall skylight grabbing the camera he had placed on his way out. He then quickly swung up into the upper parts of the taller buildings as he made his way home to Forest Hills.

Unknown to Peter he was being watched from the rooftops by two figures. The first a man in a long black trench-coat smiled "The kids got potential that much is evident. What do you think agent?"

The second figure a women with long red hair answered "Defiantly Director, but we will need to know who he is under that mask." He voice slightly pitched by her Russian accent.

"I think I know a way to find that out" he smirked as he pulled out the latest issue of the Daily Bugle. "Parker now that's a name I haven't heard in a long time"


	2. Chapter 2

It had been a few days since the mall incident and Monday was already here. Peter struggled to get out of bed managing to get up in time for a shower and breakfast. He was getting used to the late night patrols and for some reason he seemed to have more energy. Just when he was about to leave there was a ring at the door. "Don't worry Aunt May I'll get it" Peter shouted as he opened the door. On the other side was a tall black man wearing what looked like tactical suit over which he wore a long black leather trench-coat. Peter managed to spot the pistol the man had on his right hip. His most prominent feature though was the eye patch he wore over his left eye. Peter went wide eyed and speechless at the sight of him.

"Peter dear who is it?" Aunt May turned the corner and sighted their visitor. "Oh Nickolas it's so good to see you please come in" Peter was now thoroughly confused. This was Nick Fury; the director of SHIELD, in his house, and Aunt May was talking to him as if they were old friends. "Peter this is…"

"Nick Fury; the director of SHEILD, former super spy, one of the most powerful and influential men in the world!" Peter said with excitement in his voice his eyes still wide

"Well Peter I am glad you have such a high opinion of me, but you left out one thing" Fury said with a smirk "I was also your dad's old collage room-mate" it was at this moment that Peter's jaw went through the floor. "Sorry I can't stay May but I do need to have a word with Peter, I will drop him off at school."

"Well alright, that should be better than him walking, what with all these hooligans running amuck lately" May nodded as she turned back into the kitchen.

Fury put his arm around Peter's shoulder "Alright son come with me, we have some things to discuss." Peter now had gone from being totally impressed with the man to partly scared for his life. The only thing that gave him any solace was that his spider sense wasn't going off. Fury led him to a black van that was parked outside of Peter's house. Opening the door he directed Peter to sit in the back seat while he sat in the seat that was back to back with the driver. After closing the door Fury snapped his fingers and a panel rose up separating the driver from the back of the van. "You have been making quite the name for yourself Peter, a young up and coming news photographer and the only person to consistently get pictures of Spider-man in action. That's very impressive for someone who isn't even eighteen yet."

Peter smiled nervously at the compliment coming from the intimidating man. "Umm thank you sir."

Fury lifted his head and looked right at Peter, "Though I would like to know how you, and only you, are able to get all those pictures of Spider-man wherever and whenever he appears."

"Umm well umm you know trade secret and all that" Peter laughs obviously nervous.

"Peter in my line of work nothing stays a secret from me for very long. My job is all about knowing people's secrets. But I do have a favor to ask of you." Fury stated his eye drilling into Peter

"What's that sir?" Peter managed to get out while his mind was racing. '_Does he know I am Spider-man?_'

Fury smirked. "I need you to tell Spider-man to meet me at Dock 17 on the Hudson River 6pm, tell him it is about The Avengers Initiative." Just then the van pulled up to Middleton High and Peter moved to get out of the van and just as he was about to shut the door Fury made one last comment. "Oh and Peter, I got my eye on you" he said pointing to his one good eye before pulling the door shut leaving a stunned Peter behind as the van pulled away.

_'I think my life just became a lot more complicated._' Peter thought as he walked into the school. Then when he saw Liz giggling over the latest picture of Spider-man he sighed to himself. _'Yup defiantly more complicated_.' Peter kept replaying the conversation he had with Fury in his head throughout the day stressed out that his secret was going to get out. He also was really excited about the mention of The Avengers Initiative. The Avengers were the greatest heroes in the world, Iron-man, Thor, and Captain America making the key members, with SHEILD agents like Hawkeye and Black-Widow doing more behind the scenes work.

Then at lunch Liz was able to sense that something was wrong. "Petey? What's up? You look like something is bothering you." Liz asked her voice heavy with concern.

"It's complicated Liz. This morning one of my dad's old friends came by and we talked a bit." Peter said flatly unsure if he should tell her exactly who the 'friend' was.

"Oh, I am sorry. I guess something like that brings back a lot of memories." Liz sighed with sympathy putting her hand over Peter's. Peter had already told her about how his parents had died when he was very young, and his uncle's murder.

"Petey if you ever want to talk I will be there defiantly to listen." Liz looks said with a sympathetic tone

"Thanks Liz, it means a lot to me." Peter nods as the bell rings and he goes to finish the rest of his school day.

Later that afternoon Peter in is Spider-man suit overlooked the docks on the Hudson side of the city, trying to get up the nerve to go down to the meeting spot. Six o'clock was fast approaching and he really didn't want to get a scary man like Nick Fury angry at him. _'Screw it'_ Peter thought as he swung down to the warehouse by dock 17.

Right as he hit the ground Nick Fury steps out of the warehouse, "Well I was starting to think you might not show."

"Well I got your message." Peter said as Fury led him into the warehouse. "And I can never say no to such a nice invitation." He joked to cover up his nerves

"I am sure of the Peter." Fury said flatly his voice tinted with definite knowledge.

"When did you find out?" Peter turned to him so the facing each-other.

"Not going to do the standard denial or cover up?" Fury smirks slightly surprised

Peter takes off his mask "Like you said before knowing secrets is your job. As if a kid like me could fool an experienced super spy like you for very long if at all. But my real question is what are you going to do now that you know?"

"I am going to do nothing." Fury answered making Peter tilt his head in confusion. "Nothing official that is, technically you are still underage and I have no jurisdiction over you. That being said I do think you are doing a great job at what you do and I would not be opposed to giving you some extra help under the table as it were. You have great potential Peter, but don't let it go to your head."

"With great power there comes great responsibility." Peter quoted

"That's very true Peter. It's good that you have learned that lesson, it is the most important one a person has to learn." Fury tossed Peter what looked like a cell phone. "That is a SHIELD communicator; it's tied to your genetic fingerprint and is totally un-hackable, well to anyone outside of SHIELD. Use it to get in contact with me, ask for One-Eyed Eagle. I have some work to do but I will be keeping tabs on you. Now get out of here and go do what you do best"

Peter pulled his mask on and clicked the communicator to his web cartage belt as he swung out the opened doors of the warehouse. He had a lot to think about now. He was finally getting some recognition as a real hero! But would that change how he does things. He didn't want to get become a womanizing narcissist like Tony Stark, or a really uptight solider like Steve Rodgers. He wanted to remain the hero he always was, sticking with the morals that he had all the way through his journey so far.

It had been a few days since Peter's encounter with Nick Fury and so far he made good on his promise to give Peter some help. A couple days after their meeting a package arrived for Peter containing a sizable quantity of the chemicals he used to make his webbing. Those chemicals were fairly expensive and a note attached said "this should last you a while" with no signature. He told Aunt May that it was an advanced chemistry set that Fury got him as a gift. May thought nothing of it and didn't say anything else.

Now it was Thursday and school was just getting out, Peter was a little worried because Liz hadn't been in school that day so he decided to go over to her family's condo to check up on her and bring her the school work she missed.

Once he got up to her floor they rang the bell to her family's high-rise condo. Peter heard her voice through the door "Coming"; she sounded like she was really tired. Liz opened the door and seeing who it was she smiled weakly. "Oh hey Petey. What beings you by?" she was dressed in short work-out shorts and a white tank-top, her face was beat red and she was sweating profusely.

"Well you weren't in school today and we were worried about you so we decided to drop by and see how you were doing." Peter smiled trying to cheer Liz up.

"Hey Liz who's that at the door?" Peter heard a voice call from inside the condo.

Liz turned and waved Peter in. The two of them came into the condo's living room where two other girls were sitting. Both girls had brown hair and rather athletic bodies. One was very tan while the other had a pale but clear complexion. "Petey this is Amara and Kitty, they are the friends of mine I told you about that I met over the summer, girls this is Petey." She said motioning between the two groups.

The two girls turned to each other. "Petey?" Kitty said "as in Peter Parker? The photographer who gets all those amazing pictures of Spiderman?"

Peter recognized the Kitty as the girl he saved from Electro at the mall and decided to try and play it cool. "Um yeah that's me." That did not go as he expected.

The two girls on the couch started screaming and talking so fast that Peter had no way of understanding them. That was until a voice came from the kitchen. "What on earth are you girls screaming about?" out of the kitchen walks another girl and as Peter turns his head his jaw drops to the ground. She stood about 5 foot 5 and had short, dark red hair that went down to about her chin. She was dressed in a tight midriff tank top and tight skinny jeans and walked with a confidence that few women could. She walked right up to Peter and put her finger under his chin and closed his gaping mouth with an audible clack. "Don't get your hopes up Peter, I am already taken." She said as she showed him an engagement ring on her left ring finger.

"I… but… its…I…and you… um." Peter said trying to be coherent and the other three girls giggling at his discomfort. That was until Liz came to his rescue.

"Petey don't you have to work at the Bugle today?" Liz said with a wink giving Peter a way out of the situation.

Peter looked down at his watch realizing that he did have to work today. "Oh crap I'm going to be late!" he yelled as he ran towards the door. "Thanks Liz you're the best." He yelled back as he left the condo.

"Now I can see why you still like him." Amara teased while Liz blushed wishing Peter were still there.

Down at the Bugle Peter got off the elevator just in time to hear one of Jamison's famous rants. "Ms. Brant get me those articles for tomorrow's front page, I need them in 6.28 seconds. And Foswell! WHERE IS FOSWEL?! I need that write up of Nick Fury's announcement 30 minutes ago!" Jamison rampaged downing a cup of coffee in a single gulp.

"Here are the articles you wanted, Foswel is at the Home Land Security headquarters right now and Fury's press conference there doesn't start till 5 o'clock tomorrow." Betty Brant replied calmly to her constantly irritated boss. Jamison takes the articles and walks off into his office grumbling something incoherent to anyone. Betty turns to Peter who had just walked onto the floor. "Oh hey Peter right on time, Robbie has some files and photos that need to be organized. They are on the desk in your cubicle." Robbie had convinced Jamison to not only let Peter shadow some of the Bugle's reporters but also hire him as an intern during the school year to do some of the menial things that had to get done. Often it would be sorting old files and databases or compiling information from the various reports and wires they had access to. Robbie even managed to get Peter a cubicle he could work at. Robbie would just leave what he wanted done in the cubicle and Peter would get it back to him as soon as it was done.

"Thanks Betty I will get right on that" Peter smiled as he turned to his cubicle. Luckily for him it was on the far side from Jamison's office so he didn't have to deal with his boss's constants screaming and near stroke inducing rants. Sitting down in his chair he quickly got to work. It felt good to him to have a steady job like this he could do and in addition to the freelance pictures he got of Spider-man; it was really helping him and his aunt get out of debt. He spent nearly 30 minutes working on the files Robbie left for him before a tap on the wall of his cubicle caught his attention.

Turning to see the source of the noise he saw a woman who looked to be no older than 20 wearing a black mini-skirt and silky white blouse. She had a knock out body that was all well-toned and in perfect shape. His eyes moving up he noticed her clear slightly pale, flawless skin, her long platinum blonde hair and then finally her eyes. Her emerald green eyes met his gaze and Peter immediately knew who this woman was.

"Peter Parker?" she asked, to which Peter nodded slowly. "My name is Felicia Hardy, and I, I, uh, have you ever had one of those moments where there is something really important that you have to say but you just can't seem to find the easiest way to say it?" again Peter nods, causing Felicia to smile slightly before bending down and whispering into Peter's ear "I am sorry." She gives him one last little smile before turning and leaving the cubicle. As she walked off Peter heard her sigh to herself. "Now I just have one more person I really need to apologize to."

Peter's mind was racing. He knew exactly what she meant when she said she was sorry. She was apologizing for what her father had done to Uncle Ben. It wasn't hard to connect the two, the article describing Frank Hardy's arrest and Spider-man's debut as a hero also mentioned how Ben Parker had died in the arms of his nephew. Peter decided even back in the prison that he would not hold the sins of Frank Hardy against his daughter Felicia. But the fact that she was making such an effort to apologize like this made head spin. He didn't know what to think. Just after the prison incident Cat had said that she hated him (Spider-man) and said some horrible things to him. Peter knew who that last person was that Felicia said she had to apologize to and perhaps he would get his answers when Spider-man meets the Black Cat later that night.

When Peter was out on his nightly patrol he still couldn't get Black Cat out of his mind. As he stood on the corner of a tall skyscraper watching over the city he wondered when Cat would make her appearance. Not that he would have to wait long when Cat lands behind him and walks out of the shadows. Peter hearing her landing turns to face her. "Hey there Cat it's been a while." Peter said anxious to hear what Cat is going to say to him.

Black cat smiled slightly but in her eyes Peter could tell she didn't have her usual confidence. She was still unsure of herself and most likely more nervous about what she was going to say then she was in all of her previous heists put together. "Spider I have some things I need to tell you, and it is really important that you let me finish." She sat down on the ledge of the building and let her feet dangle as she continued. "Back in the prison I said some things I shouldn't have. I realize that now. After everything I went back and visited my father and he said some things to me, some things I didn't really want to hear." She sighed trying to maintain the courage to continue. "He told me that it was his choice to stay, that he accepted his punishment and he regrets taking Ben Parker's life. He urged me to turn my life around, to not follow his path as a thief, he didn't want to see me in jail or worse making the same mistake as he did and having the blood of an innocent person on my hands." She turned and stood back up coming so she was looking directly at Spider-man. "It took a while to sink in, to figure out what I really wanted, but one thing my father said to me kept running through my head. He told me that we are all responsible for what we do, for the actions that we take. Then I also remembered something you said once, that with great power comes great responsibility." She turned around again looking out over the city. "I met Ben Parker's nephew today, you know him Peter, the kid that always takes pictures of you. I needed to put a face to what my dad was saying, to who my dad had hurt. I have to tell you Spider that was the most terrifying thing I have ever done. Though he was kinda cute." She joked causing Peter to blush under his mask. "I don't want to be responsible for some family being torn apart. Not like that. Seeing Peter cemented a decision I have made." She paused turning to look at Spider-man once more.

"And what decision was that Cat?" Peter asked anxious for the answer.

She took one step closer to Peter. "I want to be a hero. I want to be like you. I want to make sure that other people don't have to go through the same pain that my father had caused the Parkers to go through. And I was wondering if you would help me, help keep me on the right path?" She looked down at her feet fearing her hero's response.

All the things she had said stunned Peter. Never in his life, in a million years, would he have expected this from Black Cat. Now she wanted to become a hero? To be like him? And she wanted him to help her!? All of this had his so stunned he almost forgot to answer the question. "Yes." He said, and Cat looked up at him her eyes wide with excitement. "Yes Cat I will help you be a hero. But I have to warn you it can be a rough and sometimes thankless job. Some people will love you for what you do others will hate you."

She took another step towards Peter and wrapped her arms around him. "The whole world can hate me if they want so long as I still have you." She lifted his mask just above his mouth and gave him a deep passionate kiss.

_'Yup my life is for sure way more complicated now.'_ Peter thought as Cat deepened the kiss. _'And I have a feeling that I might just enjoy it.'_

**A/n there it is! I am much more happy with this compared to the original. I didn't change much on Felicia's confession and apology because I did really like how that went and being able to see a more vulnerable side of her character. The next chapter will be an brand new chapter dealing with Fury's big press conference and Cat cementing her role as a hero. Looking forward to seeing you all there!**


	3. Chapter 3

It was now Friday and Peter couldn't believe what was happening. First late last night Fury called him on the SHEILD communicator telling him that was going to pick him up in the morning to join in the press conference he was doing. When Peter asked how he would explain it to his aunt and to the school Fury said "Don't worry it's been taken care of."

So now Peter was in the back of a black van just like the one Fury took him to school in a few weeks prior. For the first few minutes Fury was silent and Peter was incredibly uncomfortable. As Peter shifted in his seat Fury raised an eyebrow at the young hero's behavior. "Something bothering you?" he asked

"No I am just sitting in a van with one of the most influential and intimidating men in the nation going to the Home Land Security office here in New York." Peter said sarcastically

"Would it help if I told you what the big announcement is going to be about?" Fury chuckled slightly.

"Okay so long as it isn't one of those you tell me and then you have to kill me things." Peter smiled still a little nervous.

"You definitely got your mother's sense of humor." Fury smirked. "Well to put it short this press conference is going to make it so you can work in an official capacity as a hero." Peter tilted his head confused. "Basically now cops won't shoot you or try to arrest you because you have been given permission by me to do what you do."

"So you are endorsing me as Spiderman?" Peter asked. "I thought you weren't going to do anything official about me yet? Does this mean I have to reveal my secret identity to everyone?"

"Yes you could say that. And no your identity will be something only the top Avengers and myself know about. For national security of course. And I needed time to get things in place to do this after some encouragement from Stark." Fury replied with a tilt of the coffee he was drinking.

Peter relaxed for a moment before tensing again. "What do you mean top Avengers?"

"Founding members only. Rodgers, Stark and Thor, Natasha will also know as she is my right hand so to speak." Peter couldn't help but giggle at that last statement to which Fury glared at him. "You know damn well that's not what I meant."

Peter was finally a bit more at ease now when a thought occurred to him. "Um, Fury sir, can I ask you a favor?"

"Of course you can ask Peter but that doesn't mean I am going to do anything." Fury replied intrigued at what the youth would ask him.

Peter gulped as he tried to continue. "Well um there's this friend of mine and she well she was on a not so good path but now she has come to me and wants to get onto the straight path and wants to be a hero like me." Fury's eyebrows rose with interest, this was not going to be a typical request. "I promised her that I would help her and show her what it meant to be a hero. Me and her have partnered up a couple of times and if I am going to be in on this I think she should be to. So um is there any way you can help her like I don't know pardon her or something?" Peter asked a little sheepishly.

"I am going to need a name if I am going to help her." Fury replied

"It's Black Cat, Felicia Hardy. She wants to go straight and be a hero." Peter spat out still unsure of himself and hoping he didn't just turn Felicia in.

Fury leveled Peter an intense stare "Peter, are you sure you want to do this, her father was the one who killed Ben Parker. Are you sure you can trust her?"

"Yes I am sure." Peter replied. "I decided after that whole prison break incident I would probably never be able to forgive Frank Hardy for what he did. But I am not going to hold Felicia responsible for his crimes either. I mean she apologized to me, twice. Once to Peter Parker and again to Spiderman. I looked her right in the eyes both times and I knew she was sincere. So can you help her?"

Fury leaned back in his seat for a moment to think about what Peter was asking for him. He knew all about Black Cat and Felicia, knowing things is his job. And he was well aware of her help in the Chameleon incident. After that debacle at the prison she almost dropped off the radar. Sure his agents spotted her running the roof tops every now and again but the crimes she was involved in dropped to nothing, not one single crime after her visit to her father. Fury sighed, "I'll make the call." He then pulled out his own communicator to call his top agent. "Widow I need a pick up on Felicia Hardy, bring her to HLS headquarters tell her that Spiderman is taking the first step in helping her become a hero." He then hung up the com after a single admission that Natasha received the message.

**Felicia's Manhattan Apartment**

Felicia was having a good morning for once. Apologizing to Peter and then pouring her heart out to Spiderman really made her feel as if this huge weight was lifted from her shoulders. '_What the hell am I going to do during the day though? I mean what does Spider do during the day?'_ she thought to herself on her own transformation into a hero. She was just lounging around the two bedroom apartment that her mother left for her when she went off to Europe. It was a lot of space and she had a decent allowance to be able to keep it without her 'nightly income'. She never really stole because she needed the money it was more for the thrill of it. Also the fact that she was a daddy's girl figured into it. She was wearing a pair of black low-rider jeans and a silk green blouse that matched her eyes and was just about to scream in boredom when a ring came from the front door. When she opened the door there was a tall red haired woman standing there in a leather tactical suit and side-arms holstered on her hips.

"Felicia Hardy I presume?" she said in a Russian accent, to which Felicia managed to nod. "My name is Natasha Romanov I have come to take you to the HLS headquarters." Now Felicia was terrified. Her past had caught up with her just when she decided to go straight. As she resigned herself to her fate she listened to the rest of what this agent was telling her, only catching the last two words. "full pardon."

Her eyes went wide. "I am sorry could… could you repeat that?" she stuttered.

Widow took a breath not liking having to explain this twice. "Director Fury would like to speak with you. He said something about Spiderman taking the first step to helping you become a hero, he is even willing to give you a full pardon. That is if this all pans out." She finished with a slight scowl as she turned to leave, "Are you coming or not?"

Felicia's head was in a spin. The only thing she could think of to say was "Let me grab my purse." Then she rushed after the Russian woman and the two quickly drove to the HLS headquarters.

**HLS Headquarters**

"So tell me again why am I dressed up in this Spiderman gear? Not that I am complaining this outfit is a lot cooler than the ones I have back home but why did you give it to me?" Peter asked as he scanned his new costume. It looked just like his old one but the material was different and it felt like it was costume made for him. Probably because it was.

"Well by being an official super hero means you get access to better gear like this new suit." Fury said as Peter admired the new costume. "This new suit is made of a carbon-fiber and Kevlar bi-weave that makes it incredibly light but still tough enough to stop a knife or bullet from most hand guns. Don't go thinking your bullet proof though; large caliber rifles and assault weapons can still penetrate it. The area on the hands and bottom of the feat are thinner than the rest of the suit so as to not impede your wall crawling abilities. Still working on new web shooters, I figured you would want to handle that part on your own." Fury finished with some pride in his voice. Creating the suit hadn't been that hard as it was the same type most of his tactical suits were made of.

"Awesome! But don't you have to do that press conference now?" Peter asked as he stretched the new suit out testing its flexibility.

"That's not for a little while longer. Before that I believe we have a guest that we need to talk to." Fury stated flatly as the door opened and Natasha came in with Felicia following close behind.

Upon seeing Spiderman Felicia was filled with such a sense of relief that she immediately glomped the young hero latching onto him. "Oh Spider I am so glad you are here for a moment I thought I was in real trouble you have no idea how happy I am to see you." Felicia cooed as she smothered Spiderman in her chest.

"Cat…can't… breathe…" Peter was able to choke out

"Oops sorry." Felicia replied as she released her grip on him but remained fairly close. "I forgot this is also the first time you seeing me not in costume, I mean you already knew my name but now you have met all of me I guess." She smiled at that. Spiderman was the only person who knew her now as both Felicia Hardy and as Black Cat, even though he didn't know much or anything about her personal life aside from her father. Then something occurred to her, "If you know who I am behind the mask Spider and we are going to be working together does that mean I get a peek behind yours?" she asked seductively forgetting that two of the world's top super spies were watching.

"I guess that's fair enough Felicia." Peter said as he reached to remove his mask. "But you have already met me before." Time slowed down as Peter removed his mask, as his face came into view Felicia's eyes widened with surprise, realization and a twinge of fear. Peter Parker, the boy who's uncle her father killed and Spiderman the hero she had fallen for were one and the same. It all made sense to her now, why he was so angry at her father, his connection to Ben Parker, why Peter was the only one to get photographs of Spiderman. All the pieces fell into place. Then he spoke up, "Peter Parker, it's nice to see you again Felicia." He smiled and all her fears melted away. He had forgiven her not once but twice when she apologized but she was still hesitant on what to do next. So she did the first thing that came to mind.

She kissed him. HARD.

"We will just leave you kids alone for a bit." Fury said as he left the room. "Peter I will send for you when the conference starts." And then he and Natasha left the two young adults in the room all alone.

As Felicia reluctantly let go of Peter, the two of them moved to the couch where they spent the next few hours telling each other all about themselves. Peter told her all about his interests in science, his aunt's cookbook, and all his adventures as Spiderman. Felicia told him about growing up with her mom, her own high school adventures and the time she made out with a girl which seem to really hold Peter's attention.

A few hours later Fury came in to find Felicia sitting with her head in Peter's lap staring up at Peter as he played with her silky, snow white hair. "Peter it's time." He said opening the door for the young hero.

As Peter put his mask on Felicia gave him a wink and said "Go get'em Spider!" and with a wave from Peter he left the room to the stage Fury was going to speak at.

The press conference went well. With all the super powered baddies that were in and around New York lots of people thought it was just a matter of time before SHIELD stepped in. However no one expected for Nick Fury to throw his support behind the local vigilante. Granted Spiderman was responsible for the capture of most of these villains but to give him official status it seemed crazy. Then when Spiderman came out on stage the whole crowd became silent though looking at Jamison one could tell he was most likely going to have a heart attack. This is when Peter began his speech.

"Growing up a wise man once told me that 'with great power comes great responsibility'. I never truly understood those words till I lost something precious to me. Because I failed to act an innocent man suffered and I swore on his grave that I would use my powers to help people. To do everything I can to make sure others don't go through the same pain I did." Peter took a deep breath calming himself. "When Director Fury approached me about this I was hesitant. There is a reason I wear a mask after all. Like many of you I also have family and loved ones, people that I care about and cherish. And I know for a fact that if the criminals and psychopaths found out my identity they would target the people close to me. Fury knows the truth behind my mask and he understands my reasons. I hope you can understand them as well. Thank you." Peter closed as he walked off the stage. The crowd, Jameson included, was totally silent at the sincerity of what he had spoken. Then the silence was broken by a single figure in the back of the room, Felicia Hardy applauded having come to hear Peter's speech and was deeply moved by it. On the stage Nick Fury stood and clapped his hands as well and was soon joined by the rest of all those gathered.

After the press conference was wrapped up Fury took Peter home and Natasha took Felicia back to her apartment but not before the two young heroes exchanged phone numbers. And for the first time in a long time both Felicia and Peter fell asleep with a smile on their faces.

**A/N well that was a long one! Some light hearted stuff, some heavy stuff but I am very happy with this chapter. Peter's whole speech I thought would be the best way to get the press off his back. Oh Jameson is still going to not like Spiderman and will continue to question him but I have a little something planed for that. Next chapter will be like this one, kinda light kinda heavy, its Peter's birthday and Liz throws him a party! Also Liz and Felicia meet for the first time and things really heat up!**


	4. Chapter 4

It has been a few weeks since the press conference with Fury and Peter was having a great time. School was great with hanging out with Liz and MJ made it bearable even though Gwen was avoiding him after their fight and Harry was royally pissed at him for upsetting Gwen. In a rare occurrence Peter was actually hanging out at the school after class rather than heading home. MJ had rehearsal for the next school play and Liz had cheerleading practice so Peter decided to stay and watch Liz practice. Whenever she was in a maneuver Liz's face was always so focused on what she was doing, she smiled but in her eyes you could tell that she was focused on the technique that is until she looked at Peter and her eyes suddenly brightened.

"Ugh god Liz why are you still so hung up on puny Parker." Fellow cheerleader Sally said to her during a break between routines.

"I have told you this before Sally, Peter is a great guy. I was wrong to do what I did to him and humiliate him like that. I was such a bitch to him before, especially before we got together but he was always kind and sweet. When we broke it off it was a confusing time for both of us." Liz replied exasperated at having to explain this several times before. "Now can you just drop it and let me be happy, let me be myself." She finished causing Sally to just gape her mouth at what Liz said but didn't make any kind of argument.

After practice Liz came and sat down with Peter. "Hey Liz that was some routine." Peter smiled at her as she chugged a bottle of water.

"Thanks Petey!" Liz slurred out as she chugged the last of her water. "I wanted to get a really good practice in because we got big plans this weekend!" She smiled giving Peter a flirty glance.

"What kind of plans?" Peter said "As far as I know I don't have anything special going on this weekend."

Liz gave Peter her 'Are you kidding me' look. "Peter you can't be serious, you forgot? How can you forget that?"

'_Aw crap I'm in trouble now. What could I have forgotten?' _Peter thought as he desperately tried to remember something

"Peter, your birthday?" Liz said as Peter suddenly realized that it was his birthday this Saturday. "Haha Petey you are the only person I know that can forget their own birthday!" Liz laughed "Well I was thinking why don't we throw a little party? You know blow off some steam. We can invite whoever you want!" she said excitedly.

And so the two of them got together a guest list that wasn't that long consisting of Rand Robertson, who of course was going to bring Sally, not that Peter had a problem with Rand. The two of them actually got along really well and with all that his dad told him about Peter, Rand had to give Peter some respect. MJ and Sha Shan also made the guest list and Flash if he promised to behave. He did mention a girl he met that he was going to ask if she wanted to come. Liz looked a little down after he said that but told him it was ok. He would ask Felicia about it when they patrolled later that night.

**Later That Night **

Felicia was the first on the scene as Rhino started tearing through a plaza jewelry store. '_Alright Felicia it's your first fight with a super powered baddie no biggie Rhino may be big but he is also stupid.' _She thought to herself as she dove into action.

O'Hirn didn't even bat an eye as the Black Cat swung into the jewelry store. "Beat it kitty, this score is all mine." He grunted

"Aww and here I thought I'd get to have some fun." She teased knowing it would throw the brute off. Though it didn't faze him as much as she thought, all he did was turn to her lean down and growl at her. This suited Cat just fine as she sprayed him right in the face with some heavy grade mace.

"AHHHHH MY EYES!" Rhino shouted as he stumbled out into the street just in time for Felicia's favorite hero to arrive.

Upon seeing Felicia Peter just couldn't help but quip "Yeah O'Hirn I know she is beautiful but you must have seen women before right? Or did your mommy not give you the talk?" he smirked dodging the brute's attempts to grab him.

"Aww honey you're so sweet." Felicia flirted "I love it when you compliment me especially when we do these things as a couple." Both of them continued to dodge Rhino's attacks keeping him going around in circles.

"That reminds me Cat, my birthday is coming up and a friend of mine is throwing me a party." Spiderman informed his feline friend dodging another one of Rhino's blows.

Cat using her whip swung around Rhino's horn. "Well that's awfully nice, I could use a good party to help me relax. Though I was hoping we could celebrate your birthday more privately." She purred the last part seductively.

"Wait are you two?" Rhino huffed as he tired from all the moving around. To which Cat only smirked and giggled, and Spiderman turned, looked at Cat and then nodded. That was all it took for Rhino to lose it. With one massive nose bleed he was out for the count just as the police were showing up.

As the duo swung off Peter turned to Felicia. "So I am guessing I will pick you up around 7?" Peter said waiting for her flirty response.

"Oh I will be waiting Spider, eagerly." She purred as they went their separate ways for the night.

**Saturday night.**

As Peter approached Felicia's Manhattan apartment he couldn't help but realize that she lived in the same plaza district as Liz and Harry. It wasn't anything profound but one of those details you notice and are surprised you never noticed it before. '_Though that might be because I never have been to Felicia's place before. Sure she told me where it is but usually we just go our separate ways after patrol.'_ Peter thought to himself nervously as he ascended in the elevator to Felicia's apartment room 1221.

He was wearing a deep red button down shirt and black slacks to the party. As usual he wore his Spiderman suit underneath it just in case. He knew Felicia loved dressing up and he had to remind her that this was a birthday party with a bunch of high-schoolers.

When he reached the door he nervously knocked, even after dating Liz never really got him over that slight fear he got when around girls at least in his civilian identity. The door immediately opened revealing Felicia in what could only be described as a quintessential Little Black Dress that every woman has and was wearing it to a degree that supermodels would be jealous of but it wasn't overtly sexy or trashy it just looked that good. It was a simple halter top dress with an open back and went down to just below mid-thigh, she carried a black leather clutch purse, a silver necklace with a cat pendent, and was wearing classy three inch heels. "Well then hero are we going to this party or not?" she said as she passed by him heading towards the elevator.

It didn't take them long to get to Liz's building where the party was taking place, with it only being about a block away. Ascending to the top floor Peter and Felicia approached Liz's door and knocked to be allowed in. Flash was the one who answered the door. "Hey Parker it's about time you… you…" he stuttered upon seeing Felicia. Felicia pulled Peter passed the gawking Flash with a giggle before being stopped by the party hostess.

"Petey! You finally made it!" Liz said giving Peter a hug, all the while Felicia smirked to herself. "Who's this you brought with you?" Liz said releasing Peter and turning to his female companion. Liz, who was dressing in a strapless cocktail dress that was the same deep red as Peter's shirt, she also had on black nylon leggings and a star shaped necklace with a ruby gem in its center.

"Oh, right. Liz this is Felicia. Felicia this is Liz." Peter said introducing the two.

"Peter has told me so much about you Liz. You might not remember me but you family did help my mother host several of her fundraisers before. I think we even met at a few of them." Felicia said to the brunette girl.

"Yes I remember that. Felicia Hardy right?" Felicia nodded in response. "How did you and Peter meet?"

Felicia smirked and noticed Peter getting a little uncomfortable. "Well you could say a certain spider was involved in our first meeting." She replied cryptically making Peter cringe. "I first met Peter when he was out photographing Spiderman." She finished making Peter exhale in relief while Liz glared at her slightly.

The party went well. Everyone had a good time and was really enjoying themselves. Everyone congratulated Peter for his birthday and Flash asked him "How is it that you keep getting with these beautiful girls?"

"I guess I am just lucky." Peter replied before the whole party was ruined.

It was at that moment that Doctor Otto Octavious came smashing through the wall. "Where is Felicia Hardy?" he yelled before spotting Felicia. Peter tried to intercept him but was stopped when the doc slammed him through a wall with one of his tentacle arms. "Insolent child." Otto spat as he made his way quickly to Felicia. "You however my dear are my ticket to your mother's great fortunes. Yes she will pay handsomely for your return." He muttered as one of his mechanical arms quickly grabbed Felicia and he made his way through the room. Everyone else had fled from the doctor who quickly made his escape. All while Felicia screamed in protest.

When Peter finally woke from being thrown through a wall he was greated by the sight of Liz staring off into the distance. He looked down and noticed that his shirt had been ripped. Not just torn but pretty much ripped from his body. Now his Spiderman suit clearly was showing and Liz must have seen it. "Um Liz I can explain…" Peter started before Liz cut him off.

"It all makes sense now." She said still staring out the hole in the wall. "All those times you bailed, how you always get pics of Spiderman, all of it."

"Liz I know you are upset and there were times when I really wanted to tell you but I was afraid that if you knew then that would put you in danger." Peter retorted worried as to why Liz was acting all calm over this.

She turned and smiled at him. "Well you won't have to worry about that anymore Petey." She said as her hair changed to a blazing orange color and her fists looked to be on fire. "I was hiding a secret too." She then ignited her whole body burning away her outer cloths revealing a skin tight strapless body suit that even though was covered in flame refused to burn at all. "Call me Firestar, Spiderman."

**A/N sorry if the scene with doc oct was a little rushed I really wanted to get this chapter out. Next time will focus on Felicia in the doctor's captivity and Spiderman and Firestar's first team up. **


	5. Chapter 5

**A/N Originally I had this chapter as the big break out and twist for Felicia but that's on hold for next chapter. This one will delve into Liz's character and her relationship with Peter**.

As Spiderman and Firestar made their way through the city Spiderman turned is head as he web-slinged to the new super powered heroine flying next to him. "Soooo care to explain how you got your powers?" he asked trying to break the awkward tension.

"Why should I? You never told me how you got yours." Liz snapped back bitterly. She had a lot of resentment for Peter lying to her all those times and was angry it took her this long to figure it out.

"I got bit by a spider." Peter replied off-handedly and Liz actually fell a couple of feet as she had a deadpan expression on her face.

She quickly regained her trajectory though and turned to Peter. "You can't be serious."

"It was a radioactive, genetically altered spider." Peter clarified. "I got bit last year remember when we went on that fieldtrip at the end of our sophomore year to Dr. Conner's lab?"

Liz nodded her head remembering the trip. Part of her didn't like some of what she remembered because she wasn't that kind of a person back then. That was before her change.

"So tell me how did you become Firestar?" Peter asked one more time hoping to get an answer.

Liz sighed as she began to tell Peter how she gained her powers. "It all started shortly after we broke up….."

**Flashback**

Liz stormed off after having told Peter off and publicly embarrassing him. "Who does he think he is?" she yelled to herself as the anger welled up inside of her. She clenched her fists in rage both at Peter and at herself for not being able to keep him, sweat dripping down her forehead. "I love him and I hate him at the same time and I hate myself for having hurt him and I hate him for hurting me it's all AHHH" she yelled out. At that very moment her fists bursts into flames and she was so startled by this she fell down on her butt and the flames went out.

"What the hell was that?" she wondered her anger forgotten for the moment replaced by fear. "Great now I am turning into some kind of freak and I just dumped the smartest guy I know who could have helped me…" Liz gathered her things and rushed home where she barricaded herself in her room and cried both in fear and in sorrow over the events that had just occurred.

**End flashback**

"Wait so me breaking up with you caused you to gain powers?" Peter asked with a bit of mirth.

"No that's not it." Liz replied "The stress and emotional strain of the break up is what caused my powers to manifest they were always there inside me."

"You are going to have to explain that one to me." Peter quipped back

"Well I haven't finished with the story yet. A few days later a man came to my house….

**Flashback about a week after the incident**

"Elizabeth there is some one here to see you." Mrs. Allen called out to her daughter who was spending most of her time lately in her room alone.

Liz slowly made her way out of her room. Over the past few days she had gone through a lot in her own mind, phases of dealing with what was happening. At first she denied it that it must have never happened or it was imagined. That lasted all of a day. Then she began to fear it and was a little paranoid about setting things of fire. Eventually though she grew curious and began experimenting just turning on and off her powers focusing on her hands.

As she entered the family room she noticed her mom sitting in a chair next to an older bald man in a wheelchair, on the couch was a girl her age with brown hair and a purple blouse with dark pants.

Mrs. Allen turned to her daughter "Elizabeth this is Professor Charles Xavier he says he is for a school for gifted children and is interested in you attending." Her mother smiled proud of her daughter.

Liz sat down across from the professor, "You must have made some kind of mistake I am not that smart, up until recently I barely pulled average grades." Liz hung her head remembering who it was that got her to the point where she got good grades and what she did to him.

The professor smiled having been through this before and young girl with him also smiled remembering when the professor first had a talk with her and her mother. "Miss Allen it is not your grades that interests me though your improvement in academics is impressive."

"Thanks I had a good teacher." Liz replied bittersweetly.

"I am sure he was." The Professor smiled getting a few images of Liz studying with a brown haired boy and some of the emotions associated with those memories. "Why don't we talk about what happened last Friday?"

Liz went wide eyed. Last Friday was the day she and Peter broke up, and the day whatever weird stuff started happening to her. _How can he know about that?_ She thought to herself.

_You are not the only one with gifts. _She heard the professor's voice in her head and her eyes went wider.

"Elizabeth what is he talking about?" Mrs. Allen inquired

"Mrs. Allen my school is for children with special gifts that some might not understand and others might fear. You see the people at my school possess a certain gene the X-gene that grants then extraordinary abilities." The Professor explained

Mrs. Allen scoffed. "You can't honestly expect me to believe that can you?"

The Professor turned to his companion. "Kitty if you would give Mrs. Allen a demonstration?"

"Sure thing Professor!" Kitty said with a smile as she phased through the couch and floor only to rise up next to the professor. "How's that?"

Mrs. Allen was gobsmacked. "But but that doesn't mean that my daughter is like you."

Liz thought about it and quickly came to the realization that these people wanted to help her understand her abilities. "Mom." She said causing her mother to turn to her. Just as her mother looked over at her Liz held out her hand and focused causing it to light on fire. "I am one of them." She said in a calm but cold manner.

"Mrs. Allen I founded my school as a place where people like your daughter can come together and learn how to control their powers in a safe environment surrounded by people like them who they can relate to." Xavier explained.

"Mom" Liz said gaining her mother's attention once more. "I want to go. I want to learn how to control this. And I want to get away from here for a while." She finished with a sad look on her face. Her mother had heard about her break up with Peter and how guilty she felt every time she saw him. Perhaps a getaway from it all would be good for her.

"Alright when can she begin attending?" Mrs. Allen sighed

"She can move to the institute this weekend if she feels up to it." The professor replied smiling at Liz. "I am sure you will fit right in miss Allen."

"Please call me Liz." She replied as she got up and went to her room and started packing

**Flashback end**

"At the institute I met lots of people and they helped me gain control of my powers. Amara in particular was a good friend because she had similar powers to me. Those girls you met when you came over to my place a while back they are all friends of mine from the institute." Liz finished off just as a loud explosion was heard by the docks. "What was that?"

"If my guess is right that would be Felicia telling us where she is." Peter replied as the two changed course and headed to the docks.

**A/n so there is the new chapter hope everyone likes what I did with Liz and her past. Review please I take any advice I can get it helps me keep coming up with new ideas. Next story in line for and update is Spiders in the League!**


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